Representations and Warranties of the Ultimate Parent. (a) Ultimate Parent is a corporation duly organized, validly existing and in good standing under the laws of Delaware. Ultimate Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement, and the performance of Ultimate Parent’s obligations hereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate action and no other corporate action on the part of Ultimate Parent is necessary to authorize the execution, delivery and performance of this Agreement. This Agreement, assuming the due execution and delivery of this Agreement by the other parties hereto, constitutes a valid and binding obligation of Ultimate Parent, enforceable against Ultimate Parent in accordance with its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
